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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 2
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-9511
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THE COAST DISTRIBUTION SYSTEM
(Exact name of Registrant as specified in its charter)
California 94-2490990
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1982 Zanker Road, San Jose, California 95112
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(408) 436-8611
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Name of Each Exchange on
(Title of class) which Registered)
---------------- -------------------------
Common Stock, without par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K /x/.
As of March 24, 1997, the aggregate market value of the Common Stock
held by non-affiliates was approximately $13,395,000.
As of March 25, 1997, a total of 5,210,723 shares of Registrant's
Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- ----------------------------------
<S> <C> <C>
Thomas R. McGuire . . . . . . . 53 Chairman of the Board, Co-Chief
Executive Officer and Director
Sandra A. Knell . . . . . . . . 39 Executive Vice President -
Finance, Chief Financial Officer
and Secretary
David A. Berger . . . . . . . . 43 Executive Vice President - Marine
Sales and Marketing
Jeffrey R. Wannamaker . . . . . 36 Executive Vice President -
Distribution
Dennis A. Castagnola . . . . . . 49 Senior Vice President -
Proprietary Products
James N. Stark . . . . . . . . . 47 Senior Vice President - R.V. Sales
and Marketing
Louis B. Sullivan . . . . . . . 71 Director
John E. Turco . . . . . . . . . 66 Director
Brian P. Friedman . . . . . . . 41 Director
Ben A. Frydman . . . . . . . . . 50 Director
Robert S. Throop . . . . . . . . 59 Director
</TABLE>
Thomas R. McGuire is a founder of the Company and for more than
five years has been Chairman of the Board and Chief Executive Officer of the
Company. From 1981 until August 1985 he also served as the Company's Chief
Financial Officer and Secretary.
Sandra A. Knell has been the Company's Executive Vice President
- -- Finance, Chief Financial Officer and Secretary since August 1985. From 1984
until she joined the Company, Mrs. Knell was an Audit Manager, and for the
prior four years was a senior and staff accountant, with Grant Thornton
(formerly Alexander Grant & Co.). Mrs. Knell is a Certified Public Accountant.
David A. Berger served as Executive Vice President -- Marketing
from May 1988 until September 1993. Due to the growth of the Company's marine
products sales, in September 1993 the Company's marketing department was
restructured into two separate departments, one for marine products and the
other for R.V. products, and Mr. Berger was placed in charge of marketing for
the Company's marine products division. From August 1986 to May 1988, Mr.
Berger was Senior Vice President - Purchasing of the Company. For the prior 14
years he held various management positions with C/P Products Corp., a
distributor of recreation vehicle parts and accessories acquired by the Company
in 1985.
Jeffrey R. Wannamaker joined the Company in June 1984 as Vice
President/Division Manager of the Company's Texas distribution center. Since
that time, he has worked in several of the Company's distribution centers,
hiring and training new management personnel. In August 1991, Mr. Wannamaker
was
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promoted to Senior Vice President - Branch Operations and in 1995 he was
promoted to the position of Executive Vice President - Operations of the
Company.
Dennis A. Castagnola was appointed to his current position of
Senior Vice President-Proprietary Products in May 1994, in which he directs the
Company's Proprietary Products program. From September 1993 until May 1994, he
served as Senior Vice President - R.V. Sales and Marketing. For the prior 19
years, he held various positions with the Company, including Vice
President/Division Manager of the Company's Portland, Oregon Distribution
Center.
James N. Stark was appointed Senior Vice President - R.V. Sales
and Marketing in May 1994. For the prior 10 years he held various positions
with the Company, including Vice President and Division Manager of the
Company's Tampa, Florida distribution center.
Louis B. Sullivan has served as a director since 1977, and has
been a rancher and private investor since March 1984.
John E. Turco has served as a director since 1977, and has been a
private investor since 1988, investing primarily in agricultural businesses.
Brian P. Friedman has served as a director since 1985. Mr.
Friedman is an Executive Vice President of Furman Selz LLC, an investment
banking firm, at which he has been employed as an officer since 1984. Mr.
Friedman is also a director of Transisco Industries Inc., which is engaged in
transportation services, and various private companies.
Ben A. Frydman has served as a director since 1988. Mr. Frydman
is, and for more than five years has been, engaged in the private practice of
law, as a member and shareholder of Stradling, Yocca, Carlson & Rauth, a
Professional corporation, which provided legal services to the Company in 1995.
Robert S. Throop has served as a director since 1995. Until his
retirement in late 1996, and for more than five years prior thereto, Mr. Throop
was the Chairman and Chief Executive Officer of Anthem Electronics, Inc.
("Anthem"), which is a national distributor of semiconductor and computer
products. Mr. Throop is also a director of Arrow Electronics, Inc., the
corporate parent of Anthem, and the Manitowoc Company.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three
fiscal years ended December 31, 1996 by the Company's Chief Executive Officer
and the other executive officers whose aggregate cash compensation for
1996 for services rendered to the Company in all capacities exceeded $100,000
(the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------- ----------------------
AWARDS
------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL OPTIONS
POSITION YEAR SALARY($) BONUS(1) (#)
- ------------------------- ---- --------- -------- ----------
<S> <C> <C> <C> <C>
Thomas R. McGuire 1996 $263,532 $ 59,250 -0-
Chairman of the Board and 1995 257,765 -0- 12,500
Chief Executive Officer 1994 254,175 130,038 50,000
Sandra A. Knell 1996 121,192 30,500 -0-
Chief Financial Officer and 1995 101,442 -0- 5,000
Executive Vice President 1994 90,830 62,000 26,000
David A. Berger 1996 104,248 30,500 -0-
Executive Vice President 1995 101,442 -0- 5,000
1994 90,830 62,000 26,000
Jeffrey R. Wannamaker 1996 121,192 30,500 -0-
Executive Vice President 1995 101,442 -0- 5,000
1994 89,690 62,000 26,000
Dennis A. Castagnola 1996 94,313 22,100 -0-
Senior Vice President 1995 76,082 0 2,500
1994 71,940 49,000 6,000
</TABLE>
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(1) Bonuses were awarded under annual incentive compensation plans.
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OPTION GRANTS
No stock options were granted to the Named Officers in 1996.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information on option exercises in fiscal
year 1996 by the Named Officers and the value of unexercised in- the-money
options held by the Named Officers as of December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN THE MONEY OPTIONS
DECEMBER 31, 1996 AT DECEMBER 31, 1996(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED ($) EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
- ------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas R. McGuire -0- $ -0- 2,500 10,000 $ -0- $ -0-
Sandra A. Knell 6,000 20,250 15,500 11,500 -0- -0-
David A. Berger 6,000 20,250 15,500 11,500 -0- -0-
Jeffrey R. Wannamaker 5,800 17,825 15,500 11,500 -0- -0-
Dennis A. Castagnola 1,500 5,060 1,550 1,750 -0- -0-
</TABLE>
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(1) The closing price of the Company's Common Stock on December 31, 1996 on the
American Stock Exchange was $3.625.
COMPENSATION COMMITTEE INTERLOCKS
In fiscal year 1996 the members of the Committee were Louis B. Sullivan,
John E. Turco and Robert S. Throop, who are non-employee directors of the
Company.
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DIRECTOR'S COMPENSATION
Directors who also are Company employees receive no compensation for
serving as directors. Non-employee directors are paid a retainer of $6,000 per
year and receive $1,500 for each Board of Directors' meeting attended and are
reimbursed for the out-of-pocket expenses incurred in attending those meetings.
No compensation is paid for attending meetings of Committees of the Board of
Directors on which directors serve. Pursuant to the Company's 1993 Employee
Stock Option Plan, each year each non-employee director is automatically
granted an option to purchase 2,000 shares of Company stock at an exercise
price that is equal to the fair market value of the shares on the date of
grant. These options become fully exercisable six months after the date of
grant. Upon joining the Board, each new non-employee director receives an
option to purchase 2,000 shares, which becomes exercisable in full one year
after the date of grant.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on its review of copies of reporting forms and certifications of the
Company's directors and executive officers, the Company believes that all
filing requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its directors and executive officers in the year ended December
31, 1996 were satisfied.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 25, 1996, information regarding
the ownership of the Company's outstanding Common Stock by (i) each person
known to the Company to own, beneficially or of record, more than five percent
(5%) of the Common Stock, (ii) each director, (iii) the Named Officers, and
(iv) all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas R. McGuire 657,329(2) 12.5%
1982 Zanker Road
San Jose, CA 95112
Wellington Management Company 410,000(3) 7.8%
75 State Street
Boston, Massachusetts 02109
Xerox Corporation 403,914 7.7%
800 Long Ridge Road
Stamford, CT 06904
Dimensional Fund Advisors Inc. 287,800(4) 5.5%
1299 Ocean Avenue
Santa Monica, CA 90401
John E. Turco 213,692(5) 4.1%
Louis B. Sullivan 126,470(5) 2.4%
Brien P. Friedman 106,813(5) 2.0%
Robert S. Throop 11,000(9) *
Ben A. Frydman 9,000(5) *
Sandra A. Knell 57,465(8) *
David A. Berger 37,831(8) *
Jeffrey R. Wannamaker 36,740(8) *
Dennis A. Castagnola 8,596(6) *
All directors and officers 1,941,095(9) 36.1%
as a group (11 persons)
</TABLE>
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* Less than 1%.
(1) Except as otherwise noted below, the persons named in the table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where
applicable.
(2) Does not include an aggregate of 50,016 shares held in trust for the
benefit of Mr. McGuire's adult children, as to which Mr. McGuire
disclaims beneficial ownership. Includes 13,250 shares subject to
outstanding stock options exercisable during the 60-day period ending
May 25, 1997.
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(3) Based on information contained in a report filed with the Securities
and Exchange Commission, Wellington Management Company ("WMC"), a
registered investment advisor, may be deemed to have beneficial
ownership of 410,000 shares of common stock that are owned by numerous
investment advisory clients, none of which is known to have such
interest with respect to more than five percent of the class. As of
December 31, 1996, WMC had shared voting power as to 347,500 shares and
shared dispositive power as to 410,000 shares.
(4) In a report filed with the Securities and Exchange Commission,
Dimensional Fund Advisors, Inc., a registered investment advisor
("DFA"), has reported that all 287,800 shares are owned by advisory
clients of DFA and that DFA holds sole dispositive power with respect
to all 287,800 of such shares and sole voting power with respect to
204,600 of such shares. With respect to the 83,200 shares as to which
DFA disclaims voting power, DFA has reported that 43,600 and 39,600
shares, respectively, are held in the portfolios of DFA Investment
Dimensions Group Inc. and DFA Investment Trust Company, each of which
is a registered open-end investment company, and the voting power with
respect to such shares is exercised by officers of DFA in their
capacities as officers of those investment companies.
(5) Includes shares subject to outstanding stock options, as follows: Mr.
Turco -- 8,000 shares; Mr. Sullivan - 8,000 shares; Mr. Friedman --
28,000 shares; Mr. Throop -- 6,000 shares; and Mr. Frydman -- 8,000
shares.
(6) Includes shares subject to outstanding stock options exercisable
during the 60-day period ending May 25, 1997 as follows: Ms. Knell --
19,500 shares; Mr. Berger -- 19,500 shares, Mr. Wannamaker -- 19,500
shares and Mr. Castagnola -- 4,050 shares.
(7) Includes 136,050 shares subject to outstanding stock options
exercisable during the 60-day period ending May 25, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: April 29, 1997 THE COAST DISTRIBUTION SYSTEM
By: /s/ Sandra A. Knell
-----------------------------
Sandra A. Knell, Executive
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment on Form 10-K/A has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas R. McGuire* Chairman of the Board of Directors, April 29, 1997
- -------------------------------------- Chief Executive Officer and Director
Thomas R. McGuire
/s/ Sandra A. Knell Executive Vice President (Principal April 29, 1997
- -------------------------------------- Financial and Principal Accounting
Sandra A. Knell Officer)
/s/ John E. Turco* Director April 29, 1997
- --------------------------------------
John E. Turco
/s/ Louis B. Sullivan* Director April 29, 1997
- --------------------------------------
Louis B. Sullivan
Director April , 1997
- --------------------------------------
Robert S. Throop
/s/ Ben A. Frydman* Director April 29, 1997
- --------------------------------------
Ben A. Frydman
/s/ Brian P. Friedman* Director April 29, 1997
- --------------------------------------
Brian P. Friedman
*By: /s/ Sandra A. Knell
---------------------------------
Sandra A. Knell
Attorney-in-Fact
</TABLE>
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